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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                          SCHEDULE 13D/A

            Under the Securities Exchange Act of 1934

                      BIOPHARMACEUTICS, INC.
       ---------------------------------------------------
                          Name of Issuer

                           COMMON STOCK
       ---------------------------------------------------
                   Title of Class of Securities

                           090646-10-0
       ---------------------------------------------------
                            CUSIP No.

                         JOHN FIGLIOLINI
                 201 E. 80th Street, Apartment 10-F
                     New York, New York 10021
                           212-794-1877
       ----------------------------------------------------
     Name, Address and Telephone Number of Person Authorized 
              to Receive Notices and Communications

                         September 30, 1998
       ----------------------------------------------------
      Date of Event Which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box:    ______

                           SCHEDULE 13D/A

CUSIP No. 090646-10-0                                             
                                                        Page 2 of 3 Pages



1.   Name of Reporting Person

     JOHN P. FIGLIOLINI

2.   Check the appropriate box if a member of a Group:

     (A) 
     (B)     X

3.   SEC USE ONLY


4.   SOURCE OF FUNDS

     WC/PF/AF

5.   Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2 (e):

     Not applicable.

6.   Citizenship or place of organization:

     USA

7.   Sole Voting Power:

     Yes  - 1,159,541 Shares

8.   Shared Voting Power:

     No

9.   Sole Dispositive Power:

     Yes - 1,159,541 Shares

10.  Shared Dispositive Power:

     No 

11.  Aggregate Amount Beneficially owned by Each Reporting Person

     1,159,541 Shares

                                                                  
                                              Page 3 of 3 Pages

12.  Check box if the aggregate amount in row (11) excludes
certain shares:
     
     Not applicable.

13.  Percent of Class represented by amount in Row (11).

     6.7%

14.  Type of Reporting Person

     EP/CO/IN/OO 

ITEM 1.  SECURITY AND ISSUER

This statement relates to the common stock, $.001 of Biopharmaceutics, Inc.,
a Delaware Corporation (the "Company").  The Company's principal executive
offices are located at 990 Station Road, Bellport, New York.

ITEM 2.  IDENTITY AND BACKGROUND  

16,000 Shares - Berkshire International Finance, Inc.
                280 Route 35 South Suite 220
                Red Bank, New Jersey 07701

Berkshire is an Investment Banking firm owned by 100% by John P. Figliolini.

275,000 - Phillip Louis Trading, Inc.(formerly European Equity Partners, Inc.)
          280 Route 35 South Suite 220
          Red Bank, New Jersey 07701

Phillip Louis Trading, Inc. is a registered broker/dealer owned 100% by 
John P. Figliolini.

26,116 Shares - Medical Technologies, Inc.
                280 Route 35 South Suite 220
                Red Bank, New Jersey 07701

Medical Technologies, Inc. is a holding Company owned 100% by John P.
Figliolini.

25,000 Shares - Histon Financial Services, Inc.
                280 Route 35 South Suite 220
                Red Bank, New Jersey 07701

Histon Financial Services, Inc. is owned 100% by John P. Figliolini.

57,725 Shares - Berkshire International Finance, Inc.
                Pension and Profit Sharing Account
                280 Route 35 South Suite 220
                Red Bank, New Jersey 07701

370,000 Shares - John P. Figliolini
                 201 E. 80th Street, Apt. 10-F
                 New York, New York 10021

365,000 Shares - Sierra Growth & Opportunity, Inc.
                 280 Route 35 South Suite 220
                 Red Bank, New Jersey 07701            

Sierra is owned 100% by John P. Figliolini.

22,000  Shares - Utopia Capital, Inc.
                 280 Route 35 South Suite 220
                 Red Bank, New Jersey 07701            

Utopia Capital, Inc. is owned 100% by John P. Figliolini.

Mr. Figliolini is a registered rep and investment banker.  During the last
five years, the Reporting Individual has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in him being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.  The Reporting Individual is a
United States citizen.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The source of funds used in making purchases of 146,841 shares was from
working capital and personal funds.  No monetary compensation was paid to the
Company by the Reporting Individual for 827,000 shares.  These shares were
issued to the Reporting Individual by the Company as compensation to the
Reporting Individual for finder fees and financing fees performed for the
Company.

ITEM 4.  PURPOSE OF TRANSACTION

The purpose of the acquisition of the common stock is to make a speculative
investment and in order to provide consulting services and financing services
to the Company relating to past acquisition and financings and future
acquisitions and financing.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

According to information supplied to the Reporting Individual by the Company,
the number of shares of common stock outstanding as of June 30, 1998
is 17,264,143.  Accordingly, the Reporting Individual is the beneficial owner
of 974,341 shares which is 5.6% of the outstanding common stock calculated
in accordance with Rule 13-D-3(d)(i).  The Reporting Individual will have
sole voting and dispositive power with respect to these shares.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than the purchase of these shares, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) between
the Reporting Individual and any other person with respect to any securities
of the Company, including but not limited to, transfer or voting of any of
the securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls guarantee of profits, division of profits and loss,
or the withholding of proxies.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

None.


Dated: November 5, 1998                      /S/ JOHN P. FIGLIOLINI
                                                 ------------------------